Common use of Taxes; Returns Clause in Contracts

Taxes; Returns. Except as set forth in Section 5.8.1 of the Disclosure Schedule, Razorfish and, with respect to periods during which they were included in any consolidated or combined return in which Razorfish has been included, each other corporation which has been so included, has (i) duly filed all Material Returns in a timely manner, including extensions granted for such filing, consistent with applicable laws, as required to be filed by it (all such Returns being accurate and complete in all Material respects) and has paid all Taxes shown thereon to be due, and (ii) duly paid all Taxes required to be paid by any of them through the date hereof, whether or not shown on a Return, other than Taxes that are being contested in good faith and by appropriate proceedings and as to which Razorfish has set aside on its books adequate reserves in accordance with GAAP. Except as set forth in Section 5.8.1 of the Disclosure Schedule, all Taxes attributable to all taxable periods ended on or before the Closing Date, to the extent not required to have been previously paid will be fully and adequately reserved for on Razorfish's financial statements in accordance with GAAP. The amounts recorded as reserves for Taxes on the Most Recent Balance Sheet are sufficient in the aggregate for the payment by Razorfish of all unpaid Taxes (including any interest or penalties thereon) whether or not disputed or accrued, for all periods ended on or prior to the date of such statement. There are no Liens for Taxes upon the assets of Razorfish, other than Liens for current Taxes not yet due and payable and Liens for Taxes that are being contested in good faith by appropriate proceedings. Since January 1, 2001, to the Knowledge of Razorfish, no claim has ever been made by an authority in a jurisdiction where Razorfish does not file Returns that it is or may be subject to taxation by that jurisdiction. Except as set forth in Section 5.8.1 of the Disclosure Schedule, the Returns of Razorfish have not been audited by the IRS or other appropriate tax authority. Except as set forth in Section 5.8.1 of the Disclosure Schedule, since January 1, 2001, to the Knowledge of Razorfish, (i) there are no deficiencies or claims asserted for Taxes against Razorfish in the aggregate amount of $50,000, (ii) Razorfish has not given any currently effective waivers extending the statutory period of limitation applicable to any Return for any period, (iii) Razorfish does not have in effect any power of attorney or authorization to anyone to represent it with respect to any Taxes and (iv) Razorfish has not received written notification of a Tax audit and, to the Knowledge of Razorfish there are no Tax audits in progress of any Returns of Razorfish. Razorfish is not, and has not been, a party to any tax allocation agreement or arrangement pursuant to which it has any contingent or outstanding liability for Taxes to anyone other than Razorfish. Razorfish has not filed a consent under Section 341(f) of the Code. Razorfish has provided to Parent or its representatives complete and correct copies of its Returns which have been filed on or subsequent to December 31, 2000 and all examination reports, if any, relating to the audit of such Returns by the IRS or other tax authority. Except as set forth in Section 5.8.1 of the Disclosure Schedule, Razorfish (i) has not agreed to, or is not required to, make any adjustments under Section 481(a) of the Code (or any corresponding provision of state, local or foreign Laws) by reason of a change in accounting method or otherwise; (ii) is not, was not, or will not be at any time during the five-year period ending on the date on which the Effective Time occurs, a "United States real property holding corporation" within the meaning of Section 897(c) of the Code; (iii) has not filed or been required to file any reports under Section 999 of the Code; (iv) has not failed to disclose on its federal income tax returns all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Section 6662 of the Code; (v) other than the consolidated group of which Razorfish is now the common parent, has not ever been a member of an Affiliated Group filing a consolidated federal income tax Return; (vi) is not a party to any joint venture, partnership, limited liability company or other arrangement or contract which should be treated as a partnership for federal income Tax purposes; or (vii) has not entered into any gain recognition agreements under Section 367 of the Code and the Treasury Regulations promulgated thereunder.

Taxes; Returns. Except Since its incorporation, EFS has continuously been treated for U.S. income tax purposes as set forth in an “S Corporation” within the meaning of Section 5.8.1 1361 of the Disclosure Schedule, Razorfish and, with respect to periods during which they were included in any consolidated or combined return in which Razorfish has been included, each other corporation which has been so included, Code. EFS has (i) duly filed all Material Returns in a timely manner, including extensions granted for such filing, consistent with applicable laws, as required to be filed by it (all such Returns being accurate and complete in all Material respects) and has paid all Taxes shown thereon to be due, and (ii) duly paid all Material Taxes required to be paid by any of them it through the date hereofof this Agreement, whether or not shown on a Return, other than Taxes that are being contested in good faith and by appropriate proceedings and as to which Razorfish has set aside on its books adequate reserves in accordance with GAAPproceedings. Except as set forth in Section 5.8.1 of the Disclosure Schedule, all All Material Taxes attributable to EFS for all taxable periods ended on or before the Closing Date, to the extent not required to have been previously paid paid, will be fully and adequately reserved for as a Tax liability on Razorfish's EFS’ financial statements in accordance with GAAP. The amounts recorded as reserves for Taxes Tax liability on the Most Recent Balance Sheet are sufficient in the aggregate for the payment by Razorfish EFS of all unpaid Material Taxes (including any interest or penalties thereon) whether or not disputed or accrued, for all periods ended on or prior to the date of such statement. There are no Liens for Taxes upon the assets of RazorfishEFS, other than Liens for current Taxes not yet due and payable and Liens for Taxes that are being contested in good faith by appropriate proceedings. Since January 1, 20012000, to the Knowledge of RazorfishEFS, no claim has ever been made by an authority in a jurisdiction where Razorfish EFS does not file Returns that it is or may be subject to taxation by that jurisdiction. Except as set forth in Section 5.8.1 of the Disclosure Schedule, the Returns of Razorfish have not been audited by the IRS or other appropriate tax authority. Except as set forth in Section 5.8.1 of the Disclosure Schedule, since Since January 1, 20012000, to the Knowledge of RazorfishEFS, (i) there are no deficiencies or claims asserted for deficiencies in Taxes against Razorfish in the aggregate amount of $50,000EFS, (ii) Razorfish EFS has not given any currently effective waivers extending the statutory period of limitation applicable to any Return for any periodperiod or entered into any “closing agreements” as described in Section 7121 of the Code, (iii) Razorfish EFS does not have in effect any power of attorney or other authorization to for anyone to represent it with respect to any Taxes and (iv) Razorfish EFS has not received written notification of a Tax audit and, to the Knowledge of Razorfish EFS there are no Tax audits in progress of any Returns of RazorfishEFS. Razorfish is not, and has not been, a party to any tax allocation agreement or arrangement pursuant to which it has any contingent or outstanding liability for Taxes to anyone other than Razorfish. Razorfish has not filed a consent under Section 341(f) of the Code. Razorfish EFS has provided to Parent or its representatives complete and correct copies of its Returns which have been filed on or subsequent to December 31, 2000 2000, and all examination reports, if any, relating to the audit of such Returns by the IRS or other tax Tax authority. Except as set forth in Section 5.8.1 of the Disclosure Schedule, Razorfish (i) has not agreed to, or is not required to, make any adjustments under Section 481(a) of the Code (or any corresponding provision of state, local or foreign Laws) by reason of a change in accounting method or otherwise; (ii) is not, was not, or will not be at any time during the five-year period ending on the date on which the Effective Time occurs, a "United States real property holding corporation" within the meaning of Section 897(c) of the Code; (iii) has not filed or been required to file any reports under Section 999 of the Code; (iv) has not failed to disclose on its federal income tax returns all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Section 6662 of the Code; (v) other than the consolidated group of which Razorfish is now the common parent, has not ever been a member of an Affiliated Group filing a consolidated federal income tax Return; (vi) is not a party to any joint venture, partnership, limited liability company or other arrangement or contract which should be treated as a partnership for federal income Tax purposes; or (vii) has not entered into any gain recognition agreements under Section 367 of the Code and the Treasury Regulations promulgated thereunder.

Taxes; Returns. Except as set forth in Section 5.8.1 of the Disclosure Schedule, Razorfish and, with respect to periods during which they were included in any consolidated or combined return in which Razorfish has been included, each other corporation which has been so included, has (i) duly filed all Material Returns in a timely manner, including extensions granted for such filing, consistent with applicable laws, as required to be filed by it (all such Returns being accurate and complete in all Material respects) and has paid all Taxes shown thereon to be due, and (ii) duly paid all Taxes required to be paid by any of them through the date hereof, whether or not shown on a Return, other than Taxes that are being contested in good faith and by appropriate proceedings and as to which Razorfish has set aside on its books adequate reserves in accordance with GAAP. Except as set forth in Section 5.8.1 of the Disclosure Schedule, all Taxes attributable to all taxable periods ended on or before the Closing Date, to the extent not required to have been previously paid will be fully and adequately reserved for on Razorfish's financial statements in accordance with GAAP. The amounts recorded as reserves for Taxes on the Most Recent Balance Sheet are sufficient in the aggregate for the payment by Razorfish of all unpaid Taxes (including any interest or penalties thereon) whether or not disputed or accrued, for all periods ended on or prior to the date of such statement. There are no Liens for Taxes upon the assets of Razorfish, other than Liens for current Taxes not yet due and payable and Liens for Taxes that are being contested in good faith by appropriate proceedings. Since January 1, 2001, to the Knowledge of Razorfish, no claim has ever been made by an authority in a jurisdiction where Razorfish does not file Returns that it is or may be subject to taxation by that jurisdiction. Except as set forth in Section 5.8.1 of the Disclosure Schedule, the Returns of Razorfish have not been audited by the IRS or other appropriate tax authority. Except as set forth in Section 5.8.1 of the Disclosure Schedule, since January 1, 2001, to the Knowledge of Razorfish, (i) there are no deficiencies or claims asserted for Taxes against Razorfish in the aggregate amount of $50,000, (ii) Razorfish has not 25 of 57 CUSIP No. 755236 20 5 ----------- given any currently effective waivers extending the statutory period of limitation applicable to any Return for any period, (iii) Razorfish does not have in effect any power of attorney or authorization to anyone to represent it with respect to any Taxes and (iv) Razorfish has not received written notification of a Tax audit and, to the Knowledge of Razorfish there are no Tax audits in progress of any Returns of Razorfish. Razorfish is not, and has not been, a party to any tax allocation agreement or arrangement pursuant to which it has any contingent or outstanding liability for Taxes to anyone other than Razorfish. Razorfish has not filed a consent under Section 341(f) of the Code. Razorfish has provided to Parent or its representatives complete and correct copies of its Returns which have been filed on or subsequent to December 31, 2000 and all examination reports, if any, relating to the audit of such Returns by the IRS or other tax authority. Except as set forth in Section 5.8.1 of the Disclosure Schedule, Razorfish (i) has not agreed to, or is not required to, make any adjustments under Section 481(a) of the Code (or any corresponding provision of state, local or foreign Laws) by reason of a change in accounting method or otherwise; (ii) is not, was not, or will not be at any time during the five-year period ending on the date on which the Effective Time occurs, a "United States real property holding corporation" within the meaning of Section 897(c) of the Code; (iii) has not filed or been required to file any reports under Section 999 of the Code; (iv) has not failed to disclose on its federal income tax returns all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Section 6662 of the Code; (v) other than the consolidated group of which Razorfish is now the common parent, has not ever been a member of an Affiliated Group filing a consolidated federal income tax Return; (vi) is not a party to any joint venture, partnership, limited liability company or other arrangement or contract which should be treated as a partnership for federal income Tax purposes; or (vii) has not entered into any gain recognition agreements under Section 367 of the Code and the Treasury Regulations promulgated thereunder.

Taxes; Returns. Section 4.8.1 of the SBI Disclosure Schedule identifies, for the years ended December 31, 2003 and 2002: (i) all material income Tax Returns filed or planned to be filed by or on behalf of SBI or any of the SBI Subsidiaries and (ii) all jurisdictions where SBI and any of the SBI Subsidiaries have filed any other material Tax Returns or paid any other material Taxes, including sales, use, excise, gross receipts, business and occupation, value-added, business privilege or property Taxes. Except as set forth in Section 5.8.1 4.8.1 of the SBI Disclosure Schedule, Razorfish andSBI, each of the SBI Subsidiaries and each other corporation with respect to periods during which they were included in it was the common parent of any consolidated affiliated, consolidated, unitary or combined return group for Tax purposes (“Affiliated Group”) filing a consolidated, unitary or combined Return in which Razorfish has been included, each other corporation which has been so included, SBI or any of the SBI Subsidiaries was included ( “SBI Tax Affiliate”) has (i) duly filed all Material material Returns in a timely manner, including extensions granted for such filing, consistent with applicable laws, as required to be filed by it (all such Returns being accurate and complete in all Material respects) and has paid all Taxes shown thereon to be due, and (ii) duly paid all material Taxes required to be paid by any of them through the date hereof, whether or not shown on a Return, other than Taxes that are being contested in good faith and by appropriate proceedings and as to which Razorfish SBI has set aside on its books adequate reserves in accordance with GAAP. Except as set forth in Section 5.8.1 of the Disclosure Schedule, all All Taxes attributable to all taxable periods ended on or before the Closing Date, to the extent not required to have been previously paid will be fully and adequately reserved for on Razorfish's SBI’s financial statements in accordance with GAAP, and SBI will provide to Parent a schedule disclosing the amount and composition of such reserves (the “Tax Reserves Schedule”) along with all material workpapers in connection with the preparation of the Tax Reserves Schedule, no later than ten (10) business days prior to the Closing Date. The amounts recorded as reserves for Taxes on the Most Recent Balance Sheet are sufficient in the aggregate for the payment by Razorfish SBI of all unpaid Taxes (including any interest or penalties thereon) whether or not disputed or accrued, for all periods ended on or prior to the date of such statement. There are no Liens for Taxes upon the assets of RazorfishSBI or any of the SBI Subsidiaries, other than Liens for current Taxes not yet due and payable and Liens for Taxes that are being contested in good faith by appropriate proceedings. Since January 1, 2001, proceedings and as to the Knowledge of Razorfish, no claim which SBI has ever been made by an authority set aside on its books adequate reserves in a jurisdiction where Razorfish does not file Returns that it is or may be subject to taxation by that jurisdictionaccordance with GAAP. Except as set forth in Section 5.8.1 4.8.1 of the SBI Disclosure Schedule, (i) none of the Returns of Razorfish have not the SBI, any of the SBI Subsidiaries or any SBI Tax Affiliate has been audited by the IRS or other appropriate tax applicable Tax authority, (ii) no extension or waiver of the limitation period applicable to any Return of SBI, any of the SBI Subsidiaries or any SBI Tax Affiliate is in effect or has been requested, (iii) neither SBI, any of the SBI Subsidiaries nor any SBI Tax Affiliate currently is the beneficiary of any extension of time within which to file any Return, and (iv) no power of attorney that currently is in effect has been granted by SBI, any of the SBI Subsidiaries or any SBI Tax Affiliate with respect to any SBI Tax matter. Except as set forth in Section 5.8.1 4.8.1 of the SBI Disclosure Schedule, since January 1none of SBI, 2001, to the Knowledge of Razorfish, (i) there are no deficiencies SBI Subsidiaries or claims asserted for Taxes against Razorfish in the aggregate amount of $50,000, (ii) Razorfish any Tax Affiliate has not given any currently effective waivers extending the statutory period of limitation applicable to any Return for any period, (iii) Razorfish does not have in effect any power of attorney or authorization to anyone to represent it with respect to any Taxes and (iv) Razorfish has not received written notification of a any audit, assessment, deficiency, action, suit, claim, investigation, examination or other proceeding with respect to Taxes of any of them (“Tax audit Proceedings”) and, to the Knowledge of Razorfish SBI and the SBI Subsidiaries, there are no Tax audits Proceedings pending, threatened or in progress of any Returns of Razorfishprogress. Razorfish is not, and has not been, a party to any tax allocation agreement or arrangement pursuant to which it has any contingent or outstanding liability for Taxes to anyone other than Razorfish. Razorfish has not filed a consent under Section 341(f) of the Code. Razorfish SBI has provided to Parent or its representatives complete and correct copies of its all the SBI Subsidiaries’ Returns which that have been filed on or subsequent to December 31, 2000 and all audit and examination reports, if anyand statements of deficiency assessed against, relating or agreed to by, SBI or any of the audit of such Returns by the IRS or other tax authoritySBI Subsidiaries since December 31, 2000. Except as set forth in Section 5.8.1 4.8.1 of the SBI Disclosure Schedule, Razorfish none of SBI or any of the SBI Subsidiaries (i) has not been a member of any affiliated, consolidated, combined or unitary group that filed or was required to file a consolidated, combined or unitary Return (other than a group, the common parent of which is SBI or any of the SBI Subsidiaries), (ii) has liability for the Taxes of any person (other than the SBI and the SBI Subsidiaries) by reason of contract, agreement, assumption, transferee liability, operation of law, Section 1.1502-6 of the Treasury Regulations (or any predecessor or successor thereof or any similar provision of law) or otherwise, (iii) has agreed toto or is required to make any adjustments pursuant to Section 481 or Section 263A of the Code or any similar provision of state, local, foreign or other law nor, to the Knowledge of SBI or any of the SBI Subsidiaries, has any Tax authority proposed any such adjustments or change in accounting method, or (iv) is a party to any Tax allocation, sharing or similar agreement. To the Knowledge of SBI and the SBI Subsidiaries, no written claim has been made by any Tax authority to SBI, any of the SBI Subsidiaries or any SBI Tax Affiliate that any of them is required to file Returns or may be subject to taxation in any jurisdiction other than those for which Returns have been duly filed by them. None of SBI or any of the SBI Subsidiaries has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. Except as set forth in Section 4.8.1 of the SBI Disclosure Schedule, none of SBI or the SBI Subsidiaries directly or indirectly has made any payment or payments, is obligated to make any payment or payments, or is not required toa party to (or a participating employer in) any agreement or plan that could obligate Parent, SBI, or any of the SBI Subsidiaries to directly or indirectly make any adjustments under payment or payments that would constitute an “excess parachute payment,” as defined in Section 481(a) 280G of the Code (or any corresponding similar provision of state, local, foreign or other law) or that would otherwise not be deductible under Section 162 or Section 404 of the Code. Neither SBI nor any of the SBI Subsidiaries has distributed stock of another person, nor had its stock distributed by another person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 or Section 361 of the Code. Since the SBI Most Recent Financial Statements, neither SBI nor any of the SBI Subsidiaries has incurred any liability for any Tax other than in the ordinary course of its business. Except as set forth in Section 4.8.1 of the SBI Disclosure Schedule, neither SBI nor any of the SBI Subsidiaries has entered into a transaction that currently is being accounted for under the installment method of Section 453 of the Code or similar provision of state, local or foreign Laws) by reason law, and there is no taxable income of any of SBI or any of the SBI Subsidiaries that will be reportable in the taxable period beginning after the Closing Date that is attributable to a change transaction or event that occurred prior to the Closing. Except as set forth in accounting method Section 4.8.1 of the SBI Disclosure Schedule, there are no deferred intercompany gains or otherwise; (ii) is not, was notlosses, or intercompany items, or similar amounts that will not be at required to be recognized or otherwise taken into account by SBI, any time during of the five-year period ending on SBI Subsidiaries or any Affiliate thereof as a result of the date on which transactions contemplated by this Agreement. Except as set forth in Section 4.8.1 of the Effective Time occursSBI Disclosure Schedule, none of SBI or any of the SBI Subsidiaries has or has had a "permanent establishment in any foreign country, as defined in any applicable Tax treaty or convention between the United States real property holding corporation" within the meaning and such foreign country, and none of Section 897(c) SBI or any of the Code; (iii) SBI Subsidiaries has not filed engaged in a trade or been required to file business within, or derived any reports under Section 999 of the Code; (iv) has not failed to disclose on its federal income tax returns all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Section 6662 of the Code; (v) other than the consolidated group of which Razorfish is now the common parentfrom, has not ever been a member of an Affiliated Group filing a consolidated federal income tax Return; (vi) is not a party to any joint venture, partnership, limited liability company or other arrangement or contract which should be treated as a partnership for federal income Tax purposes; or (vii) has not entered into any gain recognition agreements under Section 367 of the Code and the Treasury Regulations promulgated thereunderforeign country.

Taxes; Returns. Except as set forth in Section 5.8.1 of the Disclosure Schedule, Razorfish Crown and, with respect to periods during which they were included in any consolidated consolidated, combined or combined unitary return in which Razorfish Crown has been included, each other corporation which has been so included, has (i) duly filed all Material Returns in a timely manner, including extensions granted for such filing, consistent with applicable laws, as required to be filed by it (all such Returns being accurate and complete in all Material respects) and has paid all Taxes shown thereon to be due, and (ii) duly paid all Material Taxes required to be paid by any of them through the date hereofof this Agreement, whether or not shown on a Return, other than Taxes that are being contested in good faith and by appropriate proceedings and or as to which Razorfish Crown has set aside on its books adequate reserves for Tax liability (as distinguished from reserves for deferred Taxes established to reflect timing differences between book and tax income) in accordance with GAAP. Except as set forth in Section 5.8.1 of the Disclosure Schedule, all All Material Taxes attributable to all taxable periods ended on or before the Closing Date, to the extent not required to have been previously paid paid, will be fully and adequately reserved for as a Tax liability on RazorfishCrown's financial statements in accordance with GAAP. The amounts recorded as reserves for Taxes Tax liability on the Most Recent Balance Sheet are sufficient in the aggregate for the payment by Razorfish Crown of all unpaid Material Taxes (including any interest or penalties thereon) whether or not disputed or accrued, for all periods ended on or prior to the date of such statement. There are no Liens for Taxes upon the assets of RazorfishCrown or the Crown Subsidiaries, other than Liens for current Taxes not yet due and payable and Liens for Taxes that are being contested in good faith by appropriate proceedings. Since January 1, 20011998, to the Knowledge of RazorfishCrown, no claim has ever been made by an authority in a jurisdiction where Razorfish Crown does not file Returns that it or the Crown Subsidiaries is or may be subject to taxation by that jurisdiction. Except as set forth in Section 5.8.1 of the Disclosure Schedule, the Returns of Razorfish have not been audited by the IRS or other appropriate tax authority. Except as set forth in Section 5.8.1 of the Disclosure Schedule, since Since January 1, 20011998, to the Knowledge of RazorfishCrown, (i) there are no deficiencies or claims asserted for deficiencies in Taxes against Razorfish in Crown or the aggregate amount of $50,000Crown Subsidiaries, (ii) Razorfish neither Crown nor the Crown Subsidiaries has not given any currently effective waivers extending the statutory period of limitation applicable to any Return for any periodperiod or entered into any "closing agreements" as described in Section 7121 of the Code, (iii) Razorfish does not have neither Crown nor the Crown Subsidiaries has in effect any power of attorney or other authorization to for anyone to represent it with respect to any Taxes and (iv) Razorfish neither Crown nor the Crown Subsidiaries has not received written notification of a Tax audit and, to the Knowledge of Razorfish Crown there are no Tax audits in progress of any Returns of RazorfishCrown or the Crown Subsidiaries. Razorfish is not, and Neither Crown nor the Crown Subsidiaries has not been, been a party to any tax Tax allocation agreement or arrangement pursuant to which it has any contingent or outstanding liability for Taxes to of anyone other than RazorfishCrown. Razorfish Neither Crown nor the Crown Subsidiaries has not filed a consent under Section 341(f) of the Code. Razorfish Crown has provided to Parent or its representatives complete and correct copies of its and the Crown Subsidiaries' Returns which have been filed on or subsequent to December 31, 2000 1997, and all examination reports, if any, relating to the audit of such Returns by the IRS or other tax Tax authority. Except as set forth in Section 5.8.1 of Neither Crown nor the Disclosure Schedule, Razorfish Crown Subsidiaries (i) has not agreed to, or is not required to, make any adjustments under Section 481(a) of the Code (or any corresponding provision of state, local or foreign Laws) by reason of a change in accounting method or otherwise; (ii) is notis, was notwas, or will not be be, at any time during the five-year period ending on the date on which the Effective Time occurs, a "United States real property holding corporation" within the meaning of Section 897(c897(c)(2) of the Code; (iii) has not filed or been required to file any reports under Section 999 of the Code; (iv) has not failed to disclose on its federal income tax returns all Tax Returns any positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Section 6662 of the Code; (v) other than the consolidated group of which Razorfish Crown is now the common parent, has not ever been a member of an Affiliated Group filing a consolidated United States federal income tax ReturnTax Return and has any liability for the Taxes of any other Person other than a Subsidiary under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise; (vi) is not a party to any joint venture, partnership, limited liability company or other arrangement or contract which should be properly treated as a partnership for United States federal income Tax purposes; or (vii) has not entered into any gain recognition agreements under Section 367 of the Code and the Treasury Regulations promulgated thereunder. For United States federal income tax purposes: (i) Crown's adjusted tax basis in the Solitario common stock held by Crown as of the date hereof is not less than $8,150,000; and (ii) any gain recognized as a result of Crown's distribution of the Solitario common stock on or before the Closing Date under Section 7.3.5 below will be offset by tax losses of Crown occurring at or prior to the Effective Time and available for such purpose.